Panic Attack
by lkcrm94
Summary: Simon Bar Sinister has invented a diabolical machine that can literally make people afraid, and he's going to use it to take over the world. There's only one superhero out there who can stop him…
1. Panic Attack part 1

**AUTHOR'S NOTE: Hello again. I'm back with an Underdog fanfiction. I hope you like it.**

**I started writing this at Christmas, but I haven't finished it until now. By chance, I noticed that there weren't many Underdog fanfictions on here (I could only find two here: 'Underdog Vs Overdog' and [groan] 'The Spanking of Polly Purebred'), which is a shame, because you'd think there'd be more Underdog fanfictions here considering how popular it is / was (there _is_ a separate website that's got more Underdog fanfictions, though the only one I've read there so far is the one the FanFiction Critic wrote and reviewed on her show). Because each adventure on the show was spread out across four episodes (except for a few), I have spread this fanfic out across four chapters.**

**I'm not sure who owns the copyright for the show now (I'd assume it's either Classic Media or Shout! Factory), but I can assume that they'll be fine with fanfiction. The show was made by Total Television though, I know that (and Disney made the…[shudders]…atrocious live-action movie that's on par with the repulsive live-action Inspector Gadget movie they also made). Anyway, on with the story…**

* * *

It had been only a week since Simon Bar Sinister had last attempted to take over the world. He had tried to take over with a machine that could make the wheels of vehicles and peoples' feet stick to the ground with impenetrable superglue, and threatened to glue anybody who dared to show resistance.

But Underdog had ruined his plans. Underdog had showed up and had defeated Simon by making him glue the entire floor around him in an attempt to stop the canine superhero. This backfired on Simon, for his feet got stuck, meaning he couldn't move. While Simon built a fishing rod out of whatever was nearby to reach for a chemical that could dissolve the glue so he could free himself (originally intended to be a bargaining tool), Underdog had destroyed the glue machine and had saved the citizens by using his x-ray eyes to destroy the dried glue. As a result, Underdog had been proclaimed a hero once again.

Now Simon Bar Sinister was back in his diabolical laboratory in an old house that had seen better days, working on a new diabolical invention in a new attempt at claiming his title of world leader.

"I've finished it!" Simon cackled. He held what looked like a gun made of pipe up in the air to display and marvel at it. "Look at what I've constructed! This is a work of genius!"

"What's that, Boss?" asked Cad Lackey, his assistant.

"This is a new invention of mine," said Simon, "and I've impressed even myself with my own brilliance. I have even given it a name! I call it the _Fear-o-matic_!"

"That thing?" asked Cad, unimpressed. "What's it do, Boss?"

"This device can turn grown men into cowards. I simply pull the trigger…" Simon fired the Fear-o-matic, and a purple lightning bolt shot out with a ZAP, making an unusual buzzing sound, and hit the wall of the laboratory where it dissolved. The buzzing seemingly vanished. "…And the Fear-o-matic fires a bolt of fear rays!" he continued.

"'Fear rays', Boss?"

"Yes; something I recently developed. One hit from a fear ray, and anyone will instantly become spontaneously frightened! They will run around, afraid of anything from shoes to stars!"

"So once you get hit by one of these fear rays," asked Cad, "does that mean you'll be like that forever?"

"Once a fear ray has been fired, it still shares a connection with the Fear-o-matic in order for me tell who has been hit. You see?" Simon pointed at a small screen on the Fear-o-matic that resembled sonar.

"So if the Fear-o-matic is broken…" Cad sussed. "…But it won't though, Boss, will it?"

"Of course not!" Simon answered confidently. "I won't let it fall into the wrong hands."

"What are you gonna use it for?" asked Cad.

"Why, it's obvious!" Simon exclaimed. "I will use the power of fear to rule the world! I will use my fear rays to scare as many citizens as I can, and then I'll announce to the remaining people to surrender to me and make me their dictator! And if they don't, I'll bombard the world with fear waves!" Simon laughed evilly.

"Gee, that's a good idea, Boss."

"Precisely!" replied Simon. "Come, Cad. Now we shall have a demonstration of the Fear-o-matic's abilities."

Cad gulped. "Wait, Boss. You're not gonna use that thing on _me_, aren't you?"

"Of course not," Simon responded. He grinned evilly. "I plan to take this outside and test it on unsuspecting citizens!"

"Oh, right. That's a better idea, Boss," said Cad. Simon took the Fear-o-matic and made his way out the laboratory. Cad followed.

Usually, they would travel through the city by vehicle, but thinking that they would be spotted, they stayed confined to the alleyways, intent on not being seen with what anyone would instantly recognise as a weapon of sorts. From one of the alleyways, Simon and Cad spotted a man standing at the side of the road, waiting for the traffic to pass so he could cross the street. The man wore a suit and held a briefcase in his hand.

Simon turned to Cad. "Now, let's see how well my invention works on our first unsuspecting citizen."

They kept hidden in the alleyway while Simon aimed the Fear-o-matic at the man.

"Simon says be afraid!"

ZAP!

A purple lightning bolt shot from the Fear-o-matic and hit the citizen. The man was immediately spooked by the traffic. He threw the briefcase in the air, wailed with fright, and ran off down the street. A green dot on the Fear-o-matic's screen turned purple, representing the affected citizen.

A few passers-by stopped and stared at the frightened man. "What in the world is he up to?" they asked.

"Hey, it worked, Boss!" Cad said excitedly.

"Of course it did!" responded Simon "Now to spread some fear amongst more unsuspecting citizens!"

"But you know it works –" Cad began.

"I know it works," Simon interrupted, "but I want more than a handful of people to be aware of my presence, so that when I do announce that I will take over the world, everybody will know that I am not bluffing! You see, I need to create an impression before I threaten to bombard the world with my fear waves."

"How do you plan to frighten everybody all over the world, Boss?" asked Cad. "That thing can't affect everyone at once, and it doesn't fire 'fear waves'."

Simon chuckled. "You'll see, Cad. You'll see."

Simon and Cad made their way through some more alleyways. They soon noticed a woman across the street stepping into a flowery garden and walking up to her house. Simon aimed the Fear-o-matic at the woman.

"Simon says be afraid!"

ZAP!

"EEEEEEP!" The woman rushed out the front garden and cowered behind the fence. "I've suddenly developed a fear of my house! Help!"

A larger group of passers-by noticed this unusual behaviour. "What made her so afraid?" the passers-by wondered.

As before, one of the green dots on the Fear-o-matic's screen turned purple. Simon Bar Sinister laughed evilly. "Perfect! Perfect! The Fear-o-matic is reducing adults into children! Come along, so we can scare somebody else."

After sneaking through more alleyways, they spotted a car salesman giving an amazing sales pitch to a crowd of enthralled people at a garage. There were about ten shiny new cars on show, and the salesman was bringing the crowd's attention to an open-top sports car with an electric blue finish.

"…And this baby can go from zilch to a hundred in just a half-second!"

"Ooooooh!" the crowd said in awe.

Once again keeping a distance away, Simon Bar Sinister aimed the Fear-o-matic at the salesman. "Simon says be afraid!"

ZAP!

"And that's not all it can do, folks; it…" The salesman trailed off and gulped. He backed away from the crowd. "What are you all standing here for? Keep back! Help! Stay away from me!" He ran away from the people and hid in another car.

Shocked gasps echoed through the crowd.

"What on earth is going on?"

"Has he gone insane?"

"Is it truly the end of life as we know it?"

"WHAT ELSE DOES IT DO?"

Simon cackled evilly. "This is going better than I planned!"

"Boss, what if Underdog goes to stop us?" asked Cad. He wasn't the brightest spark, but he was still capable of remembering Underdog's past victories.

"You realise I have a fear-inducing weapon?" Simon reminded Cad. "If Underdog gets in our way, I will shoot a fear ray at him, and that will put him in his place!"

"It'll work on Underdog?"

"Of course it will!" Simon replied. "And with Underdog unable to interfere, nothing will be able to stop me becoming ruler the world!"

Will Underdog be able to put a stop to Simon Bar Sinister's evil plot? Find out in the next exciting chapter…

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**Author's notes: Sorry that Underdog / Shoeshine didn't appear in this chapter. He's properly introduced in chapter 2. I think there were some adventures in the show where Underdog didn't appear in one of their episodes, so I might be allowed to get away with that? The "Find out in the next exciting chapter" bit is meant to replicate the end narration for each episode.**


	2. Panic Attack part 2

In the previous chapter, Simon Bar Sinister, with the assistance of Cad Lackey, was busy spreading fear around the city with his new invention, the Fear-o-matic, in his new plan to rule the world…

Simon aimed the Fear-o-matic at a man cleaning a window of a small shop.

"Simon says be afraid!"

ZAP!

The man threw his cleaning cloth and ran away, knocking over his bucket of water in the process.

Simon aimed the Fear-o-matic at a group of people eating in a restaurant.

"Simon says be afraid!"

ZAP!

The diners leapt up and bolted out of the restaurant, turning the tables and chairs over in the process and sending food flying.

"Hoo hoo, this is all so much fun!" Simon cackled. "I could frighten people all day!"

At that moment, ace TV reporter Sweet Polly Purebred stood in front a crowd of worried people (some of whom had been zapped and were panicking), unsure of what to do. A news crew was set up and was filming Polly as she reported.

"As you can see behind me, people all over the city are suddenly becoming afraid for no apparent reason. All attempts to calm those affected have came to no avail. However, there are growing reports that the sudden fear people are experiencing could be an intentional attack. Who would do such a cruel, horrible thing?"

"We've got the answer to that question right here and right now!" O.J. Skweez, the president of TTV, rushed up to Polly, waving another report in his hand.

"We now know who it is, Mr Skweez?" Polly asked. She took the new report from Mr Skweez and read it, and gasped. "Friends, I have just received news that Simon Bar Sinister is the man behind this frightening event! He is using a ray gun of sorts which causes people to become uncontrollably frightened! Where is Underdog? Where are you?" she pleaded.

"Underdog!" the crowd repeated.

And with that, Sweet Polly launched into song. "Oh where, oh where has my Underdog gone? Oh where, oh where can he be?" she sang. As she sang, various members of the crowd joined in, creating a chorus of voices singing for Underdog.

Meanwhile, at that exact moment, the humble and loveable Shoeshine finished shining another customer's shoes. The customer gave him a quarter, and Shoeshine tipped his hat and said "Good day, sir". As the customer strolled away, Shoeshine heard Polly calling for help…and other people calling too.

"Oh no!" Shoeshine said to himself. "Not only is Sweet Polly in danger, but so are others!" Shoeshine rushed around the corner, where the nearest phone booth stood. When no-one was looking, Shoeshine darted into the phone booth and…

KA-BOOM!

The booth exploded, and there stood Underdog!

"When help is needed, I am not slow. It's hip-hip-hip and away I go!"

And with that, Underdog flew up in the sky. Our hero flew over the city to where Sweet Polly was reporting. He landed in front of the crowd, knocking a lamppost over in the process, and proclaimed "There's no need to fear – _Underdog_ is here!"

"Oh Underdog, thank goodness you're here!" Polly beamed. "Simon Bar Sinister is attacking the city with a weapon that makes people suddenly frightened! Nothing seems to calm them down."

"You've got to help, Underdog!" pleaded a terrified woman. "I got zapped, and I'm too scared to answer the telephone!"

"I got zapped too, and now I'm afraid of my TV!" shouted a petrified man.

"We have no idea how to return to our old selves and where Simon Bar Sinister will strike next!" shouted another woman.

It was then when Underdog noticed something unusual…over the sounds of the people shouting in desperation, he noticed a strange buzzing sound. It wasn't loud, but it was definitely there, and it was something he hadn't heard before.

"That noise…" Underdog wondered.

"Noise? What noise, Underdog? I can't hear any noise," said Polly. "What it is you can hear?"

Not only could Sweet Polly not hear this buzzing sound, neither could the crowd of citizens. Because Underdog was the only one there to have super hearing abilities, he was the only one to hear the buzzing. Underdog approached some of the people in the crowd who had been zapped, and the buzzing got louder the nearer he approached.

Underdog thought for a moment. "A buzzing sound that I can hear, linked to people affected by fear."

"A buzzing sound?" asked some members of the crowd. "We heard a buzzing sound too! We heard it when we got zapped! And then it vanished."

Underdog paused for thought. There was a connection. "It must be from the rays…" As Underdog thought of what to do next, he noticed that the noise wasn't just coming from the crowd – it also seemed to be coming from different corners and areas of the city. Underdog smiled – there was something he could now do! "…Of course! I'll follow the noise to seek out the source!" he said to complete the rhyming couplet.

Underdog then flew up and over the city, using his atomic ears like sonar to detect the concentration of the fear rays – as he could sense whoever on the ground had been affected by the fear rays, he knew that by going in the direction of where more affected people were running around would lead him to the culprit. As he flew along, his atomic ears began to pick up a stronger signal – the source of the fear rays. This signal led Underdog to an old abandoned warehouse in the city where, sure enough, he found Simon Bar Sinister and Cad Lackey hiding out after crashing through the ceiling. The inside of the warehouse was covered in dust and bits of crumbling cement from the walls, and old unopened boxes were stacked up throughout. The only light came from the smashed windows and the hole in the ceiling that Underdog had created.

"Hey Boss, look! It's Underdog!" Cad exclaimed.

"Yes Cad, I can see that," Simon muttered.

"Well aren't you gonna do something?" Cad asked frantically.

"Wait and see, wait and see," Simon answered. He grinned wickedly to our hero. "Why Underdog, what a pleasant surprise," Simon said innocently. "What brings you here?"

Underdog dusted himself off and frowned at the villains. "I followed the sound of the rays by ear. Now hand me the weapon you used to spread fear." He pointed at the Fear-o-matic.

"Never!" Simon aimed the Fear-o-matic at Underdog. "But I'm willing to give you something else! Simon says _be afraid_!"

He fired a fear ray at Underdog. Underdog leapt out the way. Simon fired another fear ray, and Underdog once again leapt past.

"Ha ha ha! Look at this! I've got Underdog jumping for his sanity!" Simon cackled.

"Good one, Boss!" Cad laughed.

Simon fired another fear ray at Underdog, and Underdog dodged it. A crowd gathered outside the warehouse, Sweet Polly and her news crew among them. They had followed the canine superhero across the city, and from outside they could see the action through the smashed windows of the warehouse.

"Look out, Underdog!" Polly yelled.

Underdog glanced out the window. "Keep back!" Underdog yelled to the crowd.

Simon saw his chance. He aimed the Fear-o-matic at the distracted superhero. "Simon says _be afraid_!"

ZAP!

Underdog spun round to see. The fear ray shot towards him, and it was too late to get out the way! Underdog was hit!

What a shocking turn of events! Underdog has been hit by one of Simon Bar Sinister's fear rays! Has Simon Bar Sinister succeeded in defeating the only person able to stop him? Is this the end of Underdog? All will be answered in the next exciting chapter…

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**Does anybody else find it funny in the show that while all the havoc is going on in the city, we always see somebody who is completely oblivious to the havoc getting their shoes shined?**

**And yes, the buzzing sound Underdog could hear is meant to be the same buzzing sound that the fear ray made in chapter 1. I'll clear this up in case I'm being a bit vague: the buzzing sound is only audible to normal people when the Fear-o-matic is fired, but it seems to vanish when the fear rays hit something…or so it seems. The buzzing of the fear rays continues when they have hit someone or something, but nobody else can hear them afterwards apart from Underdog.**


	3. Panic Attack part 3

**The next two chapters are going to be longer than the previous ones.**

* * *

Previously, Simon Bar Sinister was battling against Underdog using the Fear-o-matic, but things turned for the worst for Underdog, for he had been struck by one of Simon Bar Sinister's fear rays!

Upon being hit, Underdog stumbled back and fell against the wall, making some bricks fall down in the process.

Gasps of horror spread through the crowd as they watched from outside.

"Oh no! Poor Underdog!" Sweet Polly cried.

"We're doomed!" the crowd wailed in despair.

Simon Bar Sinister couldn't contain his joy. He and Cad were in fits of laughter.

"We got him, Boss! We finished Underdog!"

"You mean _I_ finished Underdog!" Simon corrected. "Now that Underdog is no more, I can announce to the world that I am unstoppable! What do you suppose he will be frightened of, Cad? These crates, perhaps, or us?"

But their moment of glory was short-lived. Cad looked over at Underdog, and gasped. "Hey, Boss! Look!" Cad pointed.

"What is it?" Simon grumbled. He looked over to Underdog and his mouth fell open. Underdog was standing back up! Aside from stumbling a little, he looked completely fine! And what was more, he had an angry look of determination on his face. Nothing was going to get in his way of fighting crime.

"Impossible!" Simon yelled. "You should be frightened and hiding from us! How…?"

"I can overcome your weapon, you see. It will take more than _that_ to stop me!"

"We'll see about that!" Simon threatened. He aimed the Fear-o-matic for a second shot. "Simon says be afraid!" He pulled the trigger…and nothing happened!

"What's the matter, Boss?" Cad asked. Underdog folded his arms.

Simon shook the Fear-o-matic, and it made a thin rattling sound. "The Fear-o-matic has run out of ammunition!"

"Ammunition? You must've used it all on Underdog."

"I couldn't have! …But I still have most of the city under the power of the fear rays…"

"Yeah, as long as you don't break that thing," said Cad.

Underdog grinned. "As long as it doesn't break, you say? A valuable detail to give away!"

"Cad, you idiot!" Simon shouted at his assistant.

"Sorry, Boss."

Underdog made his way up to the two baddies. "Your plan is no more! Your game is through! Now hand me the weapon to break in two!"

Simon backed away, defenceless. Before Cad had the chance to clobber our hero, Underdog grabbed Simon's and Cad's legs and swung them around before flinging them through the ceiling and away.

After he heard the sound of a distant crash, Underdog turned his attention to the Fear-o-matic. He picked the weapon up and held it out in front of him. Underdog snapped the Fear-o-matic in half as if it were a twig. And when Underdog destroyed the Fear-o-matic, the effects of the fear rays suddenly fizzled out from everyone who had been affected, along with the buzzing sound.

Those who had been zapped felt their sudden fear fade away. Cries of "We're saved!" swept across the crowd. Underdog flew out of the warehouse, crashing through the wall, and landed by Sweet Polly.

"My hero!" Polly said dreamily. "You saved the city from Simon Bar Sinister's evil scheme!"

She went to kiss him, but Underdog gulped and stepped back. "Yes, I am a hero; the whole world knows, so it's hip-hip-hip and away I go!"

And with that, Underdog flew up and away while the people cheered, relieved that Simon had been defeated once again.

But this wasn't the end of Simon Bar Sinister's evil scheme…

* * *

The two villains crashed through the ceiling of Simon Bar Sinister's laboratory and slammed onto the floor. They sat up, stars dancing around their heads.

"What are we gonna do now, Boss? Underdog saved everyone," said Cad.

An evil grin formed on Simon's face. "Oh, but I haven't given up yet."

"What do you mean, Boss?"

"I mean that I'm going to go on with my plan of using fear to rule the world!"

"But Underdog beat you," said Cad.

"No, Cad," Simon corrected. "Underdog _thinks_ I've been defeated, and because he thinks that, I can make a surprise attack!"

"But…how, Boss?" Cad was still down-hearted by their defeat.

"Remember when you asked about how I could spread fear waves all over the world?" Simon asked. Cad nodded. "I intend to do that by means of a bigger fear-inducing machine – a more powerful one that can be controlled from here." Simon pointed over to a large object that was completely masked with a white sheet. "I can't let it go to waste because of a small hitch to my plan. I will announce to the world that I will activate this machine if they don't comply, and either the world leaders surrender _all_ their power to me, or I activate the machine and spread fear rays all over the world, and when all the world leaders are hiding themselves away in their closets, I will then rise up and rule the world!"

"So either way you'll still become ruler of the world, right Boss?"

"Of course," answered Simon.

"But Boss, what if Underdog finds out?" said Cad. "He'll show up and ruin everything again."

"Hmm, a fair point. We must find a way of stopping him from interfering _again_, and this time I won't be defeated so easily." Simon grinned and snapped his fingers. "Ah-ha! I've got it!"

"Got what, Boss?"

"I want you to kidnap Sweet Polly Purebred and bring her here so that I can use her as a bargaining tool for Underdog!" Simon told Cad. "And to show that I mean business, I want you to also kidnap somebody else too!"

"Who?" Cad enquired.

"It doesn't matter who! As long as it's someone who is completely innocent, someone who can't fend for themselves, and someone who everybody considers very friendly. I've got two perfect traps for this! You can use them to kidnap Sweet Polly and whoever you can find who fits the specifications I mentioned, while I add the finishing touches to my masterpiece."

"Should I go get them now, Boss?"

"No; wait until tomorrow before you kidnap anyone, and then we will strike when Underdog least suspects! And when we do, he won't be able to do a thing about it! Underdog may have won the battle, but he won't win the war!"

* * *

A day after the confrontation in the warehouse, and sure enough a trap was set. An innocent-looking telephone booth stood on the sidewalk…but this wasn't an ordinary booth. This was one half of the trap! Cad Lackey was hiding nearby in the other half – a phoney mailbox – waiting for someone to step into the booth. It was evening time and getting dark, so not many people would be in the streets; whether that was a good or bad thing, Cad was not sure. It meant the chance of witnesses would be slim, but with less people wandering around, the job would take longer than it would if it was the middle of the day.

Sure enough, somebody came around the corner and proceeded to walk along on their way from work, and that somebody happened to be…

"Sweet Polly Purebred!" Cad exclaimed. "Oh boy, she's just who the Boss wanted me to kidnap!" Without haste, Cad pressed a button on a remote control he had with him. This made the phone in the booth start to ring. As Polly walked past the phone booth, she sure enough heard ringing from inside. She stopped and turned to look. The phone was off the hook.

"That's strange," she said. "I wonder who would it could be." Polly stepped into the booth and held the phone to her ear. "Hello?"

Cad pressed another button on the remote control. Suddenly, the door to the booth slammed shut. Polly spun around and slammed her fists against the door of the booth. "EEEEK! Help! I can't get out!"

As she continued in vain to force the booth door open, orange smoke began to pour out of the telephone. The smoke billowed through the booth, making it difficult for Polly to breathe.

"Underdog, where are you? Save me, Underdog!" Sweet Polly coughed. Her voice was becoming quieter and raspier from the smoke. "Oh where, oh where…has…" And with that, she passed out.

Cad tiptoed over to the phone booth, still in his mailbox disguise, and he pressed a third button on the remote. Shutters came down on the interior of the booth, blocking out the sight of what (or who) was inside, and a steel handle appeared from the base of the booth. Cad grabbed the handle and began to drag the booth away with him, all the while still in the mailbox disguise.

As he dragged the phone booth back to Simon's lair, he happened to walk past Shoeshine, who was about to finish up for the day, and who was more than suspicious at what he saw.

"A mailbox dragging a phone booth?" Shoeshine pondered. "Something is not right here."

With that, the mailbox turned around. "You got that right!" it yelled. The person lifted the mailbox disguise from himself, revealing…

"Cad Lackey?" Shoeshine gasped.

"Yeah, and you're coming with me, Shoeshine!" Cad slammed the mailbox over Shoeshine, trapping him inside (cartoon logic).

"Hey!" Shoeshine yelled. "What is the meaning of this?"

"I'm taking you and Sweet Polly to visit my boss!" Cad tossed the mailbox on top of the phone booth and dragged them on to Simon's secret lair.

"Oh, woe is me," Shoeshine said in despair. "I dare not fight my way out of this mailbox or rescue Sweet Polly for fear of exposing my true identity as Underdog."

* * *

Simon Bar Sinister was busy making the final checks to his new invention. Since the night before, Simon had spent most of his time making sure this larger fear-inducing machine would not run into problems.

"Hmm…perfect," he said to himself. He stood back to admire his work.

"I've got 'em, Boss!" Cad announced as he dragged the phone booth with the mailbox into the laboratory.

Simon threw the white sheet back over the machine and turned to see. "Excellent work!" Simon rubbed his hands with glee. "I knew my phone booth and mailbox traps would succeed! You captured Sweet Polly?"

"Yeah, Boss."

"And you captured someone who everyone can sympathise with as much as her?"

"Yeah, Boss!" Cad looked like he could jump for joy at any moment. It's always so rewarding for a henchman when he – or she – knows they have served well.

"Then hand me the controls to the phone booth trap, and be ready to tie them up," Simon ordered.

"Sure, Boss." Cad handed the remote control to Simon and picked up some ropes. Simon pressed a button, and the booth door opened. The orange smoke billowed out and rose to the ceiling. Simon pressed another button, and blue smoke came out of the phone. "Simon says wake up!"

As the blue smoke cleared, Sweet Polly came to, and she sat up. "Oh…where am I?" she asked wearily. Her eyes widened as she saw the villain before her. "Simon Bar Sinister! But –"

"You're in my captivity," Simon proclaimed, "and there's no way out!"

"That's what _you_ think, you evil fiend!" Polly shot back. "When Underdog gets his hands on you…"

"On the contrary, Sweet Polly, I have no intention of him laying as much as a glance on me!" Simon turned to Cad. "Tie her up and stand her over there!" He signalled to the covered machine. Cad obeyed, and soon Polly was standing by it with her arms tied behind her back.

"You can't get away with this…whatever it is!" Polly yelled.

Simon turned to Polly. "Simon says be silent!" He turned to Cad. "Who else did you capture?" he asked.

"Look!" Cad tipped the mailbox over and Shoeshine tumbled out.

"Shoeshine!" Simon cackled. "Who else aside from Sweet Polly would I be able to use as a perfect bargaining tool than humble, loveable Shoeshine?" He chuckled pitilessly. "Tie him up and stand him over there with her!"

Cad tied Shoeshine's arms together behind his back and forced him over to where Polly had been placed. Simon laughed at the sight of the two hostages as Cad carried the phone booth and the mailbox to a storeroom in the corner of the laboratory.

"Shoeshine? They caught you too?" Polly asked.

"It appears so, Sweet Polly," said Shoeshine.

"We're on in sixty seconds, Boss," Cad said. He was operating a camera.

"Excellent." Simon put the remote control in one of the pockets of his lab coat. "My broadcast will be at 8 O'clock sharp!"

"What broadcast?" Shoeshine asked. "You were defeated by Underdog only twenty-four hours ago."

"That's right," Polly agreed. "I witnessed the whole event with a crowd of people."

"Uh, something about Underdog not winning the war," Cad replied.

"Not now," Simon told Cad. "They'll find out like all the citizens of the world when I broadcast my demands. And Cad, hand me a mirror. I want to look my best for this broadcast."

"Sure, Boss." Cad handed Simon a mirror.

Polly glanced over at the machine covered by the white sheet, and looked back to Shoeshine. "Don't worry, Shoeshine. Underdog will find a way to help us and save the world from Simon's evil plan, whatever it is. I know he will."

"Little does she know that Underdog is right here," Shoeshine said to himself, "but if I use my super powers I will expose my true identity as Underdog."

"Five seconds, Boss."

Simon tossed the mirror away and stood in view of the camera. Cad signalled, and Simon began.

"Citizens of the world, this is Simon Bar Sinister speaking. You may think I was defeated by Underdog yesterday, but I ask you to believe what you see." He approached the sheet-covered machine. "Behold the Fear-o-matic Deluxe!"

Simon grabbed the white sheet and pulled, revealing the machine underneath. He had built what resembled a metallic igloo with a metallic hatch and flashing lights. A pole with a satellite dish on it began to rise up from the top of the machine and out through the laboratory ceiling. A vast control panel stood nearby, which was also complete with flashy lights and about a hundred buttons. Polly gasped.

Simon turned back to the camera. "If you don't do as Simon says and make me the ruler of the world within one hour, I will activate my Fear-o-matic Deluxe to send fear waves across to all corners of the world! Everyone will be affected should it be activated, heh heh," he cackled. "I also have a special announcement for Underdog." Simon pointed to the two tied-up characters standing behind him. "Behind me, you will see I have kidnapped Sweet Polly Purebred and the humble and loveable Shoeshine. If you don't spell out your surrender in the sky within one hour, I will personally subject Sweet Polly Purebred and Shoeshine to an immense exposure of fear waves much more than what you've already witnessed. Remember, you all have one hour to do what Simon says, starting from now!"

Cad switched the camera off. "Wow, Boss. That was great!"

"Brilliant!" Simon responded. "Now check the monitors for any sign of Underdog."

"Sure thing, Boss," Cad obeyed.

"You're barbaric!" Polly shrieked.

Simon turned to the hapless reporter. "It's business, Sweet Polly!" he said back. He pointed to the metallic hatch on the side of the Fear-o-matic Deluxe. "If Underdog doesn't surrender in an hour, you will both step into the Fear-o-matic Deluxe and be subjected to powerful fear waves."

"Underdog will save us all," Polly retorted. She began to call for the superhero as if he was nearby (which he was). "Where is Underdog? We need Underdog!"

And then Sweet Polly launched into song. "Oh where, oh where has my Underdog gone? Oh where, oh where can he be?"

All Shoeshine could do was stand awkwardly while Polly sang for help, repeating the same lines over and over continuously. "Woe is me. I dare not use my powers or I will reveal my true identity as Underdog, but if I don't stop Simon Bar Sinister, his plan will succeed. What can I do?"

Oh no! This is a shocking turn for the worst! Simon Bar Sinister is unaware that Underdog, the superhero he wants to surrender, is standing in the very room he is. Underdog must do something to halt Simon Bar Sinister's evil plot to rule the world, but if Shoeshine assumes his true identity, his secret will be revealed! What will happen? Will Shoeshine find a way to change into Underdog, and will it be too late? Is this the end of the world as we know it? Find out in the final chapter…


	4. Panic Attack part 4

Things were now beginning to look desperate. Simon Bar Sinister had Shoeshine and Sweet Polly held captive, and he now had the whole world at his mercy. If Underdog didn't surrender in one hour, Simon Bar Sinister would activate the Fear-o-matic Deluxe and spread fear waves across the globe. Little did anyone know that Underdog was standing in the same room as his nemesis, but if he used his super powers now, Shoeshine would expose his true identity. But he couldn't let Simon take over the world…could he?

"One minute left!" Simon hollered. He turned to Cad, who was inspecting the monitor. "Is there any sign of Underdog's surrender?"

"No, Boss. The sky's perfectly clear," said Cad.

Simon chuckled. "And he hasn't come here either."

Sweet Polly was holding back tears. "Oh Shoeshine," she whimpered, "I don't understand! Why hasn't Underdog stopped Simon Bar Sinister and saved us both? Underdog would _never_ leave us! He must be doing _something_."

"Don't worry, Sweet Polly," Shoeshine comforted. "Underdog is certainly trying his best to do something."

"I believe you," Polly nodded. "I can't imagine Underdog abandoning us all to Simon Bar Sinister's fear waves."

"Little does she know the real reason how I know," Shoeshine said to himself.

Simon walked over to Polly and Shoeshine. "Time is up!" he announced. "The nations of the world have failed to surrender, and unfortunately for you two, Underdog has failed to show up too!"

"You're lying, you monster!" Polly yelled.

"I'm not lying, Sweet Polly. Take a look around you, and then at that screen." Simon pointed to the monitor. "There is _no_ sign of Underdog. He was too scared to do anything, and how fitting for what I am about to do to the world."

"No!" cried Polly. "Even if he hasn't appeared, he wouldn't leave us in peril!" She turned to Shoeshine. "Isn't that right, Shoeshine?"

"This is getting more urgent by the second," Shoeshine said to himself. "I must find a way of stopping Simon's plan without exposing my true identity."

"Cad!" Siimon called. "I can't risk having our two prisoners planning an escape together. One of our prisoners will have to be locked in the storeroom while we subject the other to fear waves."

Shoeshine looked over and noticed the storeroom door in the corner. Shoeshine started racking his brains.

"Now," Simon pondered, "my plan was to send you into the Fear-o-matic Deluxe one at a time before I bombard the world with fear waves. Who shall I send in first?"

A crafty grin came to Shoeshine's face. "I think I have an idea of how to assume my true identity." Shoeshine looked over to Simon and shouted dramatically, "Spare Sweet Polly! Make me go first!"

"Shoeshine, no!" Polly gasped. "You can't! And I didn't know you could raise your voice like _that_."

"A willing volunteer," Simon commented. "I'd be delighted to carry out your request." Simon gestured towards the Fear-o-matic Deluxe. "Step right this way, Shoeshine. Cad, show Sweet Polly to the storeroom."

Cad shoved a squealing Polly into the storeroom and locked the door. Simon opened the metallic hatch of the Fear-o-matic Deluxe. The inside of the machine consisted of a smallish chamber with pale blue lights on the inside. At the top of the chamber was a small hole that was connected to a pipe that was built into the machine – this was how the fear waves would enter the chamber.

"Walk inside," Simon ordered. Shoeshine nodded and walked in. Simon sealed Shoeshine inside the Fear-o-matic Deluxe and headed to the control panel with Cad.

"Simon says be afraid!" he cackled, and he pressed a series of buttons on the control panel. The machine whirred into life. Fear waves began to enter the chamber of the Fear-o-matic Deluxe where Shoeshine was contained, and the buzzing noise returned, even louder than before.

"How long will it take, Boss?" asked Cad.

"With the amount of fear waves entering the chamber," explained Simon, "it should take less than a minute before Shoeshine's fur will turn permanently white with fear!"

But then Cad noticed something: a flashing red light on the control panel that hadn't been flashing before. "Uh, Boss? Is that meant to go like that?"

Simon turned. "No, that shouldn't be happening!" He started pressing more buttons on the control panel.

"What does it mean, Boss?" Cad asked frantically. "Is it an emergency?"

Simon paused. "It means that the fear waves are not entering the chamber!"

"How's that, Boss?"

"I'm not sure," Simon went over to the Fear-o-matic Deluxe. "There must be something malfunctioning. The wave pipe must be blocked. It would be impossible for Shoeshine to deflect the fear waves…"

But Simon Bar Sinister was wrong. Little did he know that Shoeshine was actually Underdog in disguise. Underdog used his mind shield to deflect the fear waves and send them back into the heart of the Fear-o-matic Deluxe. But unfortunately for Underdog, this was quite a battle of his mind, and his powers began to exhaust.

"I can't hold on like this for long," said Shoeshine. "I just hope my plan to change into Underdog succeeds."

Back outside the Fear-o-matic Deluxe, Simon Bar Sinister was getting more confused, and Cad Lackey was getting more frantic.

"Strange," remarked Simon. "I've got it running on full power, and the machine is refusing to work! Why?"

"It might explode!" Cad worried. "Shut it off, Boss!"

"Very well then," Simon grumbled. He pressed another series of buttons and the machine stopped. Simon rushed to the Fear-o-matic Deluxe and opened the hatch. Inside he found Shoeshine, still tied up, and now looking rather exhausted. You see, one fear ray had done little damage to Underdog, so he was able to quickly overcome its effects, but an immense exposure to powerful fear waves had taken its toll on his powers.

Simon turned to Cad. "Take Shoeshine to the storeroom and see if there is anything wrong with the wave pipe," Simon ordered, trying to regain control of the situation. He was a little anxious. "…And bring Sweet Polly here. I don't want our prisoners to plan an escape together."

Cad led Shoeshine over to the storeroom and unlocked the door. He opened it and reached in, grabbing Polly and dragging her out.

"EEEEK! Save me!" Polly squealed.

Cad forced Shoeshine into the storeroom. The door closed behind him, and the sound of it being locked followed.

Now Shoeshine was alone. His plan had worked! Shoeshine easily freed his tied-up arms from the rope, snapping it as if it were nothing, though he was still worn out. In the storeroom with him was the phone booth and mailbox that had been used to capture him and Polly, along with boxes of chemicals and scientific equipment.

"Now I can assume my true identity," he said. Shoeshine had other ideas for the phone booth, so instead he darted behind a large pile of boxes…

_KA-BOOM!_

The boxes exploded, and there stood Underdog.

"When the world is in trouble, I am not slow! It's hip-hip-hip and away I go!"

He went to fly out the door, but as his powers had been weakened, he found himself running and jumping instead with his arms outstretched.

Meanwhile, back in the laboratory…

Cad stood inside the chamber of the Fear-o-matic Deluxe, trying to unblock the wave pipe with a kitchen sink plunger.

"There's nothing in here, Boss," said Cad.

"Strange…" Simon wondered.

Suddenly, a loud bang was heard from the storeroom. Simon, Cad and Sweet Polly jumped in shock.

"Hey, I heard a noise, Boss," said Cad.

"See what that was," Simon ordered, pointing to the storeroom. "Make sure Shoeshine didn't break anything."

Cad made his way to the storeroom door with the key, but before he could unlock the door…

CRASH!

The door (and the surrounding wall) exploded as Underdog crashed through. Cad was buried in the rubble, and his head popped up dizzily from it.

"There's no need to fear – _Underdog_ is here!" Underdog proclaimed. He was still tired, but he put effort into making himself look as heroic as ever.

"Underdog!" Sweet Polly gasped. Her eyes lit up. "You came to save us! But how did you get here?"

"Yes, I am here. Don't ask me how; for I am here to save you now!" Underdog replied.

"Oh, how wonderful," Polly said in awe.

"Underdog?" Simon gasped, though there was no twinkle in his eyes – only disbelief. "But…how did you get in here? Where's Shoeshine?"

Underdog stepped forward. "I freed him from your laboratory. This is no place for Shoeshine to be."

"How heroic," Polly said in admiration.

Simon growled at the canine superhero. "Bah, you may have saved Shoeshine, but it will all be in vain in a few minutes! I still have my machine, I still have Sweet Polly, and I can still do _this_!"

Simon pressed a button on the control panel, and the Fear-o-matic Deluxe whirred back into life. A fear wave zapped out from inside the walk-in compartment towards Underdog. Underdog leapt out of the way, and the fear wave hit the wall behind him with a loud sizzle. Cad also leapt out the way and darted back to Simon.

"EEEEK! Watch out, Underdog!" Polly yelled.

"Simon says _be very afraid_!" the villain laughed as he pressed the button again. Another fear wave jolted from the Fear-o-matic Deluxe and zipped towards Underdog, and like before, he jumped out of the way. While Underdog was dodging the fear waves, Polly carefully reached into her jacket pocket and retrieved a nail file, and she began to file away at the rope that tied her arms together, being careful not to accidentally drop the file onto the ground. Simon fired another fear wave at Underdog, which he again dodged, all the while with Polly squealing and trying to free herself.

But the dodging from the fear waves only made Underdog more tired. He began to totter as if trying to catch his breath.

"Hey, look, Boss! He's getting worn out!" Cad shouted with glee.

"Perfect!" Simon cackled. He pressed the button on the control panel for a final time. "Simon says be very afraid!"

Simon fired another fear wave at the exhausted Underdog. Underdog was unable to leap to the side, and he collapsed to the floor. The fear wave missed him and hit the wall behind him. The wall crumbled at the sudden impact of a powerful force and collapsed, covering Underdog in debris.

"No!" Polly yelled. She rushed over.

"You did it, Boss!" Cad praised. "But you've left a hole in your wall."

"It can be fixed," Simon responded. "And now, Cad, I'll activate the Fear-o-matic Deluxe on the world!"

"But Boss, what about Underdog and Sweet Polly?"

Simon glanced at the two canines. "Never mind about them, Cad," he said. "They're of no use to us now, and Underdog is powerless." He turned to the controls and with a cry of "Simon says be afraid!" he slammed a big red button on the control panel.

The Fear-o-matic Deluxe began to whir louder, and fear waves began to climb the pole on top of the Fear-o-matic Deluxe. When the waves reached the top, they would be fired from the satellite dish across the world like purple lightning. The buzzing sound filled the room.

"Whoo ha ha!" Simon laughed. "In a few short moments, I will be ruler of the world, and everyone will be too frightened to stop me!"

While Simon and Cad celebrated, a now-free Polly knelt down beside the fatigued superhero who poked his head up from the debris. "Oh Underdog, you have to stop Simon Bar Sinister before he takes over the world! You must do something!" she cried as she tried to move some debris off of him. "What shall we do?"

"My ring…" was all Underdog could say.

"Your ring?" asked Polly, confused.

Underdog lifted a paw, revealing a unique-looking ring on one of his fingers. "The secret compartment of my ring I fill with an Underdog super energy pill," he said. As he spoke, he pressed the side of the ring, and it opened. Inside was a red pill with a white 'U' on it.

"Yes, of course," Polly said. She took the pill and guided it to Underdog's mouth. Underdog swallowed, and the super energy pill began to immediately take affect. Polly watched with amazement as Underdog's ears shot up and his eyes began to light up with the letter 'U'. Simon and Cad were too distracted to notice. Underdog jumped out from the debris, back to his super-heroic self.

Polly smiled with a mixture of hope, admiration and love. "Oh, Underdog! You're back to normal again!"

"My powers are back, and just in time. I've got to stop this dastardly crime," Underdog announced. Polly sighed dreamily.

The two villains were still celebrating, but then Cad noticed what was happening. "Boss, look!" He pointed at Underdog, his arm shaking.

Simon whirled around to see the canine superhero back on his feet. "WHAT!" he shouted. Simon went to press the button on the control panel to fire a fear wave at Underdog, but Underdog beat him to the panel with his lightning speed, blocking Simon from pressing the button. Underdog made a fist and punched Simon Bar Sinister in the face. Simon fell back and knocked Cad over before he could do anything, and the two villains ended up on the floor in a heap.

"What are you going to do?" Simon growled. "You're going to use my fear waves against us?"

Underdog shook his head. "Using this thing I shall not do, for if I did I would be like you."

Before Simon (or Cad) could respond, Underdog grabbed them by their shirt collars and threw them across the laboratory with his super strength. They crashed through a wall and into the storeroom. Cad landed in the phone booth trap, and Simon landed in the mailbox trap. The remote control used to operate the phone booth fell from Simon's pocket in the process. Underdog dashed to it and picked it up. He pressed one of the buttons on it, locking the door of the booth so Cad was unable to escape. The mailbox and the phone booth began to jump together as Simon and Cad tried to get out, but to no avail. Both villains were trapped.

"The criminals are locked away," Underdog proclaimed. "Now I'm going to save the day!"

"Hurry, Underdog!" Sweet Polly called.

Underdog sped to the control panel and thought what to do. He punched a hole in the side of the control panel and pulled. The side of the control panel gave way, revealing a complex system of wires and flashing lights inside. Polly watched as Underdog set about swapping the wires round with his lightning speed.

"What are you doing with those wires?" asked Polly.

"I'm swapping them round from what they were, to reverse the waves that cause the fear," Underdog replied.

In no time at all, he had swapped all the wires inside the control panel around. But there was no time to admire his handiwork. Underdog sped back to the controls, and Polly covered her eyes, hoping her hero's plan would work. Underdog pressed the red button on the control panel. Immediately, the purple lightning of the fear waves outside began to reverse back to the Fear-o-matic Deluxe. At the same time, the buzzing faded away until it couldn't be heard. The fear waves were reversing. Underdog's plan was working.

After a short moment, the fear waves had all reversed back into the Fear-o-matic Deluxe. When they were gone, Underdog went up to the machine and picked it up with his super strength as if it were a light weight. He flew up out of the laboratory with it, crashing through the ceiling on his ascent. Underdog flew over the city with the machine and continued until he reached a desert, miles away from anybody. When he reached this location, Underdog threw the Fear-o-matic Deluxe up and, while it was still airborne, zapped it with his x-ray eyes. The machine exploded into a million pieces. It was over.

It didn't take long for Underdog to get back to the laboratory, and on his return (by crashing through the ceiling again) he found Sweet Polly Purebred still there. A crowd of people had arrived to cheer him.

"Underdog, you saved everybody!" Polly said in awe as Underdog landed next to her. "My hero…"

Polly moved closer to him, preparing to give him a kiss. Underdog gulped and stepped back. "Yes, I am a hero, the whole world knows, so it's hip-hip-hip and away I go!" he said quickly, and he flew off before the reporter could get closer, crashing through the ceiling again.

As Underdog flew over the city, a few people in the streets looked up and pointed.

"It's a plane!" said one man.

"It's a bird!" said a second man.

"It's a frog!" exclaimed an old woman.

"A _frog_?" asked the first man.

The superhero heard the crowd below him, and said "Not bird, nor plane, nor even frog. It's just little old me…"

CRASH!

Underdog was interrupted as he flew headfirst into a billboard that was advertising a new horror movie, _Invasion of the Repo Men_. Underdog's head had torn straight through the 'o' in 'Repo'. He giggled and finished his sentence.

"…Underdog."

* * *

**I'm not an ace at poetry; it's not my speciality. Underdog always spoke in rhyme, so writing his dialogue took some time**…**Wait a minute…**

**But seriously, writing Underdog's dialogue was something I found challenging. The only bits of rhyme I thought were easy were the stuff Underdog always said anyway. I actually ended up having to write his individual lines by trying to find words that rhyme together and then fitting them to form some sentence.**

**Another thing about the show I always thought was funny was that although Underdog always defeated the bad guys, they never really found their way to prison. Underdog would usually throw them away, and that was them sorted. Whenever the villains did end up in prison, they'd just escape easily.**

**Also, if you're wondering why Underdog has a 'mind shield' here when he was clearly hypnotised by the phoney phone booths in that particular episode…well he didn't expect to be hypnotised when he stepped into one of those booths, whereas he's well aware he's going to face something here.**


End file.
